November 28, 2018
OAKLAND, CA Faciam Holdings, Inc. (“Faciam”) and Summit Bancshares, Inc. (“Summit”), the parent company for Summit Bank (the “Bank”), jointly announced today the signing of a definitive agreement pursuant to which Faciam will acquire Summit and the Bank in an all cash deal. Under the terms of the definitive agreement, Summit shareholders will receive $56.13 per share, subject to adjustment. In addition, it is anticipated that Summit shareholders will receive a special dividend at the time of closing. The size of such special dividend will be determined by the Summit board of directors in consultation with the appropriate regulatory agencies and subject to the terms and conditions of the definitive agreement. Summit intends to continue to pay its regular shareholder dividends until closing.
After the acquisition, the Bank will continue to operate under the leadership of Shirley Nelson, Summit’s founder and Executive Chairman of the Board, Steve Nelson, President and Chief Operating Officer, and Tom Duryea, Chief Executive Officer. Employees of Summit will continue to build upon the solid Summit franchise that has been in place for over 35 years. Faciam is committed to furthering Summit’s business model – including its high quality customer service – with the benefit of additional capital and accessibility to new products and services.
Ms. Nelson, Jason Hill and Robert Dillon will continue to serve on the board of directors of the Bank after the acquisition, along with Messrs. Nelson and Duryea. Faciam is expected to appoint six new directors to the board of directors of the Bank in connection with the acquisition.
The proposed transaction is subject to the approvals of Summit shareholders as well as the regulatory agencies, and, subject to such approvals, is expected to close in mid-year 2019.
Summit was assisted in the transaction by Vining Sparks which served as investment banker and issued a fairness opinion and Gary Steven Findley & Associates which provided legal services. Faciam was represented by Hunton Andrews Kurth LLP as legal counsel and Hovde Group as investment banker.
About Summit Bancshares, Inc.
Summit Bancshares, Inc. operates three branches in Oakland, Walnut Creek and Emeryville, California through its subsidiary, Summit Bank, a California state-chartered institution established in 1982. Summit Bank provides a full range of deposit and loan services to its personal and business customers. As of September 30, 2018, Summit Bank had approximately $280 million in assets, $163 million in total loans and leases, and $245 million in deposits. For more information, visit www.summitbanking.com.
This communication is being made in respect of the proposed transaction involving Faciam and Summit. This release does not constitute a solicitation of any vote or approval of the Summit shareholders and is not a substitute for the proxy statement or any other documents that Summit may send to its shareholders in connection with the proposed transaction. Before making any voting decision, the shareholders of Summit are urged to read the proxy statement and other materials accompanying the proxy statement because they contain important information about Faciam, Summit and the proposed transaction.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Private Securities Litigation Reform Act of 1995 that involve inherent risks and uncertainties. Any statements about Faciam’s, Summit’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction involving Faciam and Summit, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Summit operates; the reaction of Summit’s customers and employees to the transaction; and the diversion of management time on merger-related issues.
These factors are not necessarily all of the factors that could cause Faciam’s, Summit’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Faciam’s, Summit’s or the combined company’s results.
All forward-looking statements attributable to Faciam, Summit or the combined company or persons acting on Faciam’s or Summit’s behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and Faciam and Summit do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If Faciam or Summit updates one or more forward-looking statements, no inference should be drawn that Faciam or Summit will make additional updates with respect to those or other forward-looking statements.